UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.3)
HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
427096508
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(CUSIP Number)
April 27, 2006
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[x] Rule 13d-1(c)
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No.427096508 SCHEDULE 13G Page 2 of 9
1 Name of Reporting Person JMP Asset Management LLC
IRS Identification No. of Above Person 94-3342119
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization Delaware
NUMBER OF 5 Sole Voting Power 1,123,974
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 1,123,974
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 1,123,974
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 8.2%
12 Type of Reporting Person IA
CUSIP No.427096508 SCHEDULE 13G Page 3 of 9
1 Name of Reporting Person Joseph A. Jolson
IRS Identification No. of Above Person N/A
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization USA
NUMBER OF 5 Sole Voting Power 709,946
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 709,946
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 709,946
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 5.2%
12 Type of Reporting Person Individual
CUSIP No.427096508 SCHEDULE 13G Page 4 of 9
Item 1(a). Name of Issuer:
Hercules Technology Growth Capital, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
525 University Avenue, Suite 700
Palo Alto, CA 94301
Item 2(a). Names of Person Filing:
JMP Asset Management LLC ("JMP") and Joseph A. Jolson ("Jolson")
Item 2(b). Address of Principal Business Office or, if none, Residence:
600 Montgomery Street, Suite 1100
San Francisco, CA 94111
Item 2(c). Citizenship:
JMP - Delaware; Jolson - USA
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value.
Item 2(e). CUSIP Number:
427096508
Item 3. Type of Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b) or
Rule 13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Exchange Act;
(b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Exchange Act;
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940;
(e) [x] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
CUSIP No.427096508 SCHEDULE 13G Page 5 of 9
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is hereby made to items 5-9 and 11 of each of the cover
pages to this schedule 13g, which items are incorporated by reference
herein.
JMP is filing this Schedule 13G because it acts as the investment
adviser of one or more investment partnerships, pooled investment vehicles
and/or one or more client accounts that beneficially hold common stock that
equal the aggregate amount set forth on page 2 of this Schedule 13G (the
"Securities"). As an investment advisor, JMP has been granted the authority
to dispose of and vote the Securities and, therefore, may be deemed to
beneficially own the Securities. The investment partnerships, pooled
investment vehicles and/or client accounts have the right to receive (or the
power to direct the receipt of) dividends received in connection with
ownership of the Securities, and the proceeds from the sale of the
Securities.
Neither the filing of this Schedule nor any of its contents shall be
deemed to constitute an admission that JMP is, for any purpose, the
beneficial owner of any securities to which this Schedule relates, and JMP
disclaims beneficial ownership as to those securities, except to the extent
of its pecuniary interests therein.
Under the definition of "beneficial ownership" in Rule 13d-3 under
the Securities Exchange Act of 1934, it is also possible that one or more
members, executive officers or employees of JMP might be deemed a
"beneficial owner" of some or all of the securities to which this Schedule
relates in that they might be deemed to share the power to direct the voting
or disposition of such securities. Neither the filing of this Schedule nor
any of its contents shall be deemed to constitute an admission that any of
such individuals is, for any purpose, the beneficial owner of any of the
securities to which this Schedule relates, and such beneficial ownership is
expressly disclaimed.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
JMP is filing this Schedule 13G because, as the investment adviser
of one or more investment partnerships, pooled investment vehicles and/or
CUSIP No.427096508 SCHEDULE 13G Page 6 of 9
one or more client accounts that beneficially hold the Securities, JMP has
been granted the authority to dispose of and vote such Securities. The
investment partnerships and/or client accounts have the right to receive (or
the power to direct the receipt of) dividends received in connection with
ownership of the Securities, and the proceeds from the sale of the
Securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: May 8, 2006 JMP ASSET MANAGEMENT LLC
By: /s/
--------------------------
Joseph A. Jolson
Its: Chief Executive Officer
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
CUSIP No.427096508 SCHEDULE 13G Page 7 of 9
Signature
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: May 8, 2006 Joseph A. Jolson
By: /s/
--------------------------
Joseph A. Jolson
CUSIP No.427096508 SCHEDULE 13G Page 8 of 9
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 9
CUSIP No.427096508 SCHEDULE 13G Page 9 of 9
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13G to evidence the agreement of
the below-named parties, in accordance with rules promulgated pursuant to
the Securities Exchange Act of 1934, to file this Schedule, as it may be
amended, jointly on behalf of each of such parties.
Dated: May 8, 2006 JMP ASSET MANAGEMENT LLC
By: /s/
--------------------------
Joseph A. Jolson
Its: Chief Executive Officer
Joseph A. Jolson
By: /s/
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Joseph A. Jolson